UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549


__________


FORM 10-K




ANNUAL REPORT


PURSUANT TO SECTIONS 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934







(Mark One)


[X]           ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2013




OR




[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from __________ to __________




Commission File Numbers  333-165725, 001-34978







SATURNS Trust No. 2010-04 (IP)


MS STRUCTURED ASSET CORP., as Depositor and Sponsor


(Exact name of registrant as specified in its charter) 
 Delaware
13-4026700(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)1585 Broadway, Second Floor

New York, New York

Attention: In-Young Chase
10036(Address of principal executive office)
(Zip Code)Registrant’s telephone number, including area code:
(212) 761-2457
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of Each Class
Name of Each Exchange on Which RegisteredSATURNS Floating Rate Trust Series 2010-04 (IP)
New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 
 None








Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ___ No X

Indicate by check
mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ No ___

Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ___	Accelerated filer ___	Non-accelerated
filer X	Smaller reporting company ___

Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X

All of the common
stock of the registrant is held by Morgan Stanley. As of March 27, 2014, 1,000 shares of common stock, par value $1.00 per share,
were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

The following reports of Morgan Stanley
pursuant to Item 1115(b): Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013; Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2013; Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
and all other documents subsequently filed by Morgan Stanley pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, during the fiscal year covered by this Report on Form 10-K, which contain financial statements of Morgan Stanley or
which amend the foregoing reports.













PART I



ITEM 1. BUSINESS



Not Applicable



ITEM 1A. RISK FACTORS



Not Applicable



ITEM 1B. UNRESOLVED STAFF COMMENTS



None



ITEM 2. PROPERTIES



Not Applicable



ITEM 3. LEGAL PROCEEDINGS



Not Applicable



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not Applicable





PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS



Not Applicable



ITEM 6. SELECTED FINANCIAL DATA



Not Applicable



ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Not Applicable



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not Applicable









ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Not Applicable



ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Not Applicable



ITEM 9A. CONTROLS AND PROCEDURES



Not Applicable



ITEM 9B. OTHER INFORMATION



None





PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



None



ITEM 11. EXECUTIVE COMPENSATION



Not Applicable



Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Not Applicable



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Not Applicable



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Not Applicable















ADDITIONAL DISCLOSURE ITEMS PURSUANT TO REGULATION
AB



ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS



International Paper Company,
the underlying security guarantor with respect to the Units, is a “significant obligor” with respect to the assets
of the Trust for purposes of Item 1112 of Regulation AB. For any financial statements of International Paper Company required to
be provided under Regulation S-X during the period since the initial issuance of the Units, this Form 10-K report refers, pursuant
to Item 1100(c)(2) of Regulation AB, to the periodic reports of International Paper Company under section 13(a) or 15(d) of the
Exchange Act (“Underlying Security Issuer Exchange Act Reports”) that are on file with the Securities and Exchange
Commission (the “SEC”). Such Underlying Security Issuer Exchange Act Reports may be accessed at the public reference
facilities maintained by the SEC at Room 1024, 100 F Street, NE, Washington, D.C. 20549. Copies of those materials can be obtained
by making a written request to the SEC, Public Reference Section, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates.
The SEC also maintains a website on the internet at http://www.sec.gov at which users can view and download copies of reports,
proxy, information statements and other information filed electronically. The SEC file number for International Paper Company is
333-157573.



The underlying security
guarantor financial statements and Underlying Security Issuer Exchange Act Reports referred to above are not incorporated by reference
in this Form 10-K report; and the Trust, the Trustee, the depositor, the sponsor and their affiliates have not verified, have not
undertaken to verify, and will not verify, the content of any such underlying security guarantor financial statements or Underlying
Security Issuer Exchange Act Reports.



ITEM 1114(b)(2). CREDIT ENHANCEMENT AND OTHER SUPPORT, EXCEPT CERTAIN
DERIVATIVES INSTRUMENTS



None



ITEM 1115(b). CERTAIN DERIVATIVES INSTRUMENTS – FINANCIAL
INFORMATION



Not Applicable



ITEM 1117. LEGAL PROCEEDINGS



None



ITEM 1119. AFFILIATIONS
AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Morgan Stanley Capital Services Inc., which
is the derivative counterparty to the 2010-04 (IP) Trust under an interest rate swap transaction, is an affiliate of the Depositor,
MS Structured Asset Corp.









ITEM 1122. COMPLIANCE
WITH APPLICABLE SERVICING CRITERIA

See Exhibits 33.1
and 34.1 to this Annual Report.



ITEM 1123. SERVICER
COMPLIANCE STATEMENT

See Exhibit 35.1 to this
Annual Report.





PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



(a) The following documents are filed as part
of this Report:



(1) Financial Statements: Distribution Reports on Form 10-D
are hereby incorporated by reference. See the table below:



|SATURNS
        Trust No.: | Closing Date | Collateral                  | Payment Dates                                          | Form 10-D Filing Dates
        For FY 2013                                
|-------------------------- | ------------ | --------------------------- | ------------------------------------------------------ | --------------------------------------------------------------------------
|2010-04 (IP)               | 12/9/2010    | International Paper Company | February 15, May 15, August 15 and November
        15 | March 5, 2013, May 16, 2013, August 21, 2013
        and November 22, 2013











(2) Financial Statement Schedules pursuant to
Item 8: Not Applicable



(3) Exhibits:



Exhibit 31.1	Rule 13a-14(d) Certification

Exhibit 33.1	Report of The
Bank of New York Mellonon Assessment of Compliance with Servicing Criteria for Asset-Backed Securities

Exhibit 34.1	Attestation Report of
KPMG, LLP on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities

Exhibit 35.1	Statement of Compliance
of The Bank of New York Mellon, as Trustee



(b) Exhibits: See Item 15(a)(3) above



(c) Other Financial Statement Schedules: Not
Applicable











SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: March 27,
2014

MS
STRUCTURED ASSET CORP.(Registrant)

By:/s/In-Young
Chase

Name:	In-Young
Chase

| | Title: | Vice President
| | ------ | --------------